REQUEST FOR PROPOSAL (RFP)

[ RFP reference No. 61/YSRSCL/RFP/2020]

SELECTION OF JV PARTNER FOR DEVELOPMENT AND OPERATION OF A

STEEL PLANT IN

YSR (KADAPA) DISTRICT, ANDHRA PRADESH, INDIA

[November 16, 2020]

YSR Steel Corporation Limited (Formerly AP High Grade Steels Limited)

TABLE OF CONTENTS

LETTER OF INVITATION 1

DISCLAIMER 2

GLOSSARY AND DEFINITIONS 4

INVITATION FOR PROPOSALS 7

1. INTRODUCTION 8

2. INSTRUCTIONS TO APPLICANTS 17

3. EVALUATION OF PROPOSALS 33

4. FRAUD AND CORRUPT PRACTICES 37

5. PRE-PROPOSAL CONFERENCE 39

6. MISCELLANEOUS 40

APPENDIX – 1 42

APPENDIX – 2 43

APPENDIX – 3 44

ANNEXURE A OF APPENDIX – 3 LETTER COMPRISING THE PROPOSAL 45

ANNEXURE B OF APPENDIX – 3 GENERAL INFORMATION OF APPLICANT ........49

ANNEXURE C OF APPENDIX – 3 CERTIFICATE FROM THE STATUTORY

AUDITOR EVIDENCING RELATIONSHIP OF ASSOCIATE 52

ANNEXURE D OF AEPPENDIX – 3 POWER OF ATTORNEY IN FAVOUR OF A

MEMBER OF THE CONSORTIUM TO ACT ON BEHALF OF THE CONSORTIUM ....54

ANNEXURE E OF APPENDIX – 3 AUTHORITY FOR SIGNING OF PROPOSAL ........57

ANNEXURE F OF APPENDIX – 3 FORMAT FOR BOARD RESOLUTION

AUTHORITY FOR SIGNING OF PROPOSAL 59

ANNEXURE G OF APPENDIX – 3 FORMAT FOR PROPOSAL SECURITY (BANK

GUARANTEE) 60

ANNEXURE H OF APPENDIX – 3 CERTIFICATE REGARDING TECHNICAL AND

FINANCIAL CAPACITY 63

APPENDIX- 4 65

APPENDIX- 5 72

ANNEXURE A OF APPENDIX – 5 73

ANNEXURE B OF APPENDIX – 5 74

ANNEXURE C OF APPENDIX – 5 75

ANNEXURE D OF APPENDIX – 5 76

ANNEXURE E OF APPENDIX – 5 77

ANNEXURE F OF APPENDIX – 5 78

ANNEXURE G OF APPENDIX – 5 79

ANNEXURE H OF APPENDIX – 5 80

ANNEXURE I OF APPENDIX – 5 81

ANNEXURE J OF APPENDIX – 5 82

ANNEXURE K OF APPENDIX – 5 83

ANNEXURE L OF APPENDIX – 5 84

ANNEXURE M OF APPENDIX – 5 85

ANNEXURE N OF APPENDIX – 5 86

APPENDIX – 6 87

APPENDIX – 7 88

APPENDIX-8 89

1

YSR Steel Corporation Limited

10th floor, APIIC Towers, Plot No-1, IT Park

Mangalagiri, Guntur District

Andhra Pradesh – 522503

India

LETTER OF INVITATION

November 16, 2020

To,

All Potential Applicants

Sub: RFP for selection of a joint venture partner for the development and operation of a

steel plant in YSR (Kadapa) District, Andhra Pradesh, India

Dear Ma’am / Sir,

YSR Steel Corporation Limited (formerly known as AP High Grade Steels Limited), an

undertaking of the Government of Andhra Pradesh, invites proposals from renowned

companies in the steel sector for selection of a strategic joint venture partner for the

development and operation of a steel plant in YSR (Kadapa) District, Andhra Pradesh, India.

The prospective applicants, who are willing to be associated with YSRSCL in a joint venture,

are invited to submit a proposal pursuant to this RFP in accordance with the terms set forth in

this RFP and other documents as may be provided by YSRSCL pursuant to this RFP, as

modified, altered, amended and clarified from time to time, by YSRSCL.

You are requested to participate in the selection process and submit your proposal for the

Project in accordance with the RFP.

Please note that YSRSCL reserves the right to accept or reject all or any of the proposals

without assigning any reason whatsoever. Further, YSRSCL reserves the right to cancel the

selection process at any time without assigning any reason whatsoever.

Capitalized terms used in this letter but not defined herein, shall have the meaning ascribed to

such terms in the RFP.

Thanking you,

Yours faithfully,

Sagili Shan Mohan, IAS

Managing Director

YSR Steel Corporation Limited

2

DISCLAIMER

The information contained in this request for proposal document dated November 16, 2020

along with its appendices, and includes the Addenda and clarifications (if any) issued by

YSRSCL in accordance with the terms hereof (the “RFP”) or subsequently provided to

Applicant(s), whether verbally or in documentary or any other form by or on behalf of

YSRSCL or any of its employees or advisors, is provided to Applicant(s) on the terms and

conditions set out in this RFP and such other terms and conditions subject to which such

information is provided.

This RFP is not an agreement and is neither an offer nor an invitation by YSRSCL to the

prospective applicants or any other person. The purpose of this RFP is to provide interested

parties with information that may be useful to them in making their proposals pursuant to this

RFP. This RFP includes statements, which reflect various assumptions and assessments arrived

at by YSRSCL in relation to the Project. Such assumptions, assessments and statements do not

purport to contain all the information that each applicant may require. This RFP may not be

appropriate for all Persons, and it is not possible for YSRSCL, its employees or advisors to

consider the investment objectives, financial situation and particular needs of each party who

reads or uses this RFP. The assumptions, assessments, statements and information contained

in this RFP, may not be complete, accurate, adequate or correct. Each applicant should,

therefore, conduct its own investigations and analysis and should check the accuracy,

adequacy, correctness, reliability and completeness of the assumptions, assessments,

statements and information contained in this RFP and obtain independent advice from

appropriate sources.

Information provided in this RFP to the Applicant(s) is on a wide range of matters, some of

which may depend upon interpretation of law. The information given is not intended to be an

exhaustive account of statutory requirements and should not be regarded as a complete or

authoritative statement of law. YSRSCL accepts no responsibility for the accuracy or otherwise

for any interpretation or opinion on law expressed herein.

YSRSCL, its employees and advisors make no representation or warranty and shall have no

liability to any person, including any applicant under any law, statute, rules or regulations or

tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or

expense which may arise from or be incurred or suffered on account of anything contained in

this RFP or otherwise, including the accuracy, adequacy, correctness, completeness or

reliability of the RFP and any assessment, assumption, statement or information contained

therein or deemed to form part of this RFP or arising in any way.

YSRSCL also accepts no liability of any nature whether resulting from negligence or otherwise

howsoever caused arising from reliance of any applicant upon the statements contained in this

RFP.

YSRSCL may in its absolute discretion, but without being under any obligation to do so,

update, amend or supplement the information, assessment or assumptions contained in this

RFP. No communication in whatever form shall be construed to be a part of, or supersede this

RFP unless an Addendum/clarification, in writing, is issued to all applicants by YSRSCL.

The issue of this RFP does not imply that YSRSCL is bound to select An Applicant or to

appoint the Selected Applicant, as the case may be, for the Project and YSRSCL reserves the

right to, (a) reject all or any of the Applicants or Proposals and/or (b) modify, cancel or re-

3

issue the RFP, in each case, without assigning any reasons whatsoever and the Applicants or

any other Person will not have any claim against YSRSCL in this regard.

The Applicant shall bear all its costs associated with or relating to the preparation and

submission of its proposal including but not limited to preparation, copying, postage, delivery

fees, expenses associated with any demonstrations or presentations which may be required by

YSRSCL or any other costs incurred in connection with or relating to its proposal. All such

costs and expenses will remain with the applicant and YSRSCL shall not be liable in any

manner whatsoever for the same or for any other costs or other expenses incurred by An

applicant in preparation or submission of the proposal, regardless of the conduct or outcome

of the Selection process. It is clarified to the Applicants that YSRSCL shall not be responsible,

inter alia, for any postal/courier related delays in relation to submission of the Registration

Form, Demand Draft (if applicable), Proposal and/or any other information/document required

to be submitted by the Applicants.

This RFP does not purport to contain all the information that the Applicant(s) or any authorized

person acting on its/their behalf would require towards preparation and/ or submission of the

Proposal. The information contained in this RFP does not purport to be comprehensive or to

have been independently verified. Nothing in this RFP shall be construed as a legal, financial

or tax advice.

Distributing or taking / sending / dispatching / transmitting the RFP in certain foreign

jurisdictions may be restricted by law, and entities into whose possession this RFP come,

should inform themselves about, and observe, any such restrictions. Neither YSRSCL, and nor

its directors, employees, agents, consultants, representatives, contractors and advisors, shall be

liable for any damages, whether direct or indirect, incidental, special or consequential,

including loss of revenue or profits that may arise from or in connection with the use of this

RFP or due to participating in the Selection process, or on account of any decision taken by

YSRSCL in connection with the Selection process.

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GLOSSARY AND DEFINITIONS

“Addendum” or

“Addenda”

means an addendum or addenda to the RFP.

“Applicable Law” means all laws applicable in India, including brought into

force and effect by the government of India and state

governments, including rules, regulations, policies,

guidelines, directives and notifications made thereunder, and

judgements, decrees, injunctions, writs and orders of any

court of law/tribunal in India (to the extent applicable).

“Associate(s)” means, in relation to An Applicant, a Person who Controls, or

is Controlled by, or is under the common Control of such

Applicant.

“Authorized Signatory” has the meaning set forth in Clause 2.2.7.

“Bank Guarantee” has the meaning set forth in Clause 2.20.1.

“Proposal” has the meaning set forth in Clause 1.2.1.

“Applicant” means a body corporate:

(a) incorporated as a company in India under the:

(i) Indian Companies Act, 1882; or (ii) Indian Companies Act, 1913; or (iii) (Indian) Companies Act, 1956; or (iv) (Indian) Companies Act, 2013; or

(b) incorporated as a like entity under the relevant laws in a jurisdiction other than India; or

(c) A Consortium.

“Proposal Due Date” has the meaning set forth in Clause 1.1.4.

“Selection process” means the Selection process being carried out by YSRSCL in

accordance with the RFP for the selection of a joint venture

partner for the development and operation of the Project in

accordance with the RFP.

“Proposal Processing Fee” has the meaning set forth in Clause 1.2.3.

“Proposal Security” has the meaning set forth in Clause 1.2.4.

“Proposal Validity

Period”

has the meaning set forth in Clause 2.17.

“COD” has the meaning set forth in Clause 1.5.1.

“Conflict of Interest” has the meaning set forth in Clause 2.2.11.

“Consortium” means a combination of body corporates (incorporated as

companies in India (under Indian Companies Act, 1882,

Indian Companies Act, 1913, (Indian) Companies Act, 1956

or (Indian) Companies Act, 2013) or incorporated as like

entities under the relevant laws in a jurisdiction other than

India) that have formed a consortium by fulfilling the

requirements set out in this RFP for the purposes of

submitting A Proposal and for implementing the Project, if

such consortium is declared as the Selected Applicant.

“Control” means with respect to any:

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(a) company: (i) the ownership, directly or indirectly, of more than

50% (fifty percent) of shares or other ownership

interest of such Person; or

(ii) as defined under (Indian) Companies Act, 2013.

(b) Person which is not a company: (i) the ownership, directly or indirectly, of more

than 50% (fifty percent) of ownership interest of

such Person; or

(ii) the power to direct the management and policies of such Person, whether by operation of law or by

contract or otherwise.

“Damages” has the meaning set forth in Clause 2.2.11.

“Demand Draft” has the meaning set forth in Clause 2.1.1.(b) (i)

“Eligibility Proposal” has the meaning set forth in Clause 1.2.1.

“Financial Capacity” has the meaning set forth in Paragraph 2 of Appendix-2.

“Government

Instrumentality”

means any department, division, sub-division or public sector

enterprise of the government of India or the state governments

in India, and includes any commission, board, authority,

agency or municipal and other local authority or statutory

body.

“INR” or “Rs.” means the Indian Rupees, the lawful currency of India.

“JVA” has the meaning set forth in Clause 1.1.2.

“JVC” has the meaning set forth in Clause 1.1.1.

“JV Partner” has the meaning set forth in Clause 1.1.2.

“Lead Member” has the meaning set forth in Clause 2.2.15 (c).

“LOA” has the meaning set forth in Clause 3.5.4.

“Member” means a constituent member of a Consortium.

“Minimum Eligibility

Criteria”

has the meaning set forth in Clause 2.2.14.

“MTPA” has the meaning set forth in Clause 1.5.1.

“Net Worth” means the aggregate value of the paid-up share capital and all

reserves created out of the profits and securities premium

account, after deducting the aggregate value of the

accumulated losses, deferred expenditure and miscellaneous

expenditure not written off, as per the audited financial

statements, but does not include reserves created out of

revaluation of assets, write-back of depreciation and

amalgamation;

“Online Transfer” has the meaning set forth in Clause 2.1.1.(b)(ii).

“Performance Security” means the performance security in the form of a bank

guarantee issued by a Scheduled Bank in India, for an amount

equal to 5% (five percent) of the estimated Project Cost set

out in the Proposal submitted by the Selected Applicant and

to be furnished at any time within 30 (thirty) days from the

date of the LOA or on an earlier day acceptable to YSRSCL.

“Person” means any individual, company, corporation, partnership,

joint venture, trust, society or any other legal entity.

6

“Phase 1” has the meaning set forth in Clause 1.5.1.

“Pre-Proposal

Conference”

has the meaning set forth in Clause 1.4.1.

“Project” has the meaning set forth in Clause 1.1.1.

“Project Cost” means the estimated cost of the Project as may be proposed

by the Applicants in their Proposals and as recorded in the

LoA.

“Project Registration” has the meaning set forth in Clause 2.1.1.

“Qualified Applicants” has the meaning set forth in Clause 3.3.1.

“Registration Certificate” has the meaning set forth in Clause 2.1.3.

“Registration Form” has the meaning set forth in Clause 2.1.1(a).

“Registered Email IDs” has the meaning set forth in Clause 2.8.1.

“Request for Proposal” or

“RFP”

has the meaning set forth in disclaimer.

“Scheduled Bank” means a bank as defined under section 2(e) of the Reserve

Bank of India Act, 1934, as amended from time to time.

“Selected Applicant” has the meaning set forth in Clause 1.1.2.

“Site” has the meaning set forth in Clause 1.5.3 (b)

“Subject Person” has the meaning set forth in Clause 2.2.11(a).

“Technical Capacity” has the meaning set forth in Paragraph 1 of Appendix-2.

“Techno-Commercial

Proposal”

has the meaning set forth in Clause 1.2.1.

“Techno-Commercial

Score”

has the meaning set forth in Clause 3.4.3.

“Tie-Applicants” has the meaning set forth in Clause 3.5.3.

“Tranche 1 Purchase” has the meaning set forth in Clause 1.5.4 (a) (i).

“Tranche 2 Purchase” has the meaning set forth in Clause 1.5.4 (a) (ii).

“Transaction Advisors” mean SBI Capital Markets Limited, Shardul Amarchand

Mangaldas & Co. and M. N. Dastur & Company (P) Ltd.

“Turnover” has the meaning ascribed to such term under the Companies

Act, 2013.

“YSRSCL” has the meaning set forth in Clause 1.1.1.

The words and expressions beginning with capital letters and defined in this document shall,

unless repugnant to the context, have the meaning ascribed thereto hereinabove.

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INVITATION FOR PROPOSALS

8

YSR Steel Corporation Limited

1. INTRODUCTION

1.1 Background

1.1.1 YSR Steel Corporation Limited (“YSRSCL”) (formerly known as AP High Grade Steels Limited), was incorporated on November 21, 2019 by the Government of

Andhra Pradesh as a special purpose vehicle, with the objective of setting up a steel

plant in the YSR (Kadapa) District, Andhra Pradesh, India (“Project”). Accordingly,

YSRSCL intends to select and induct a renowned company in the steel sector as a

strategic joint venture partner for the development and operation of the Project through

YSRSCL or a new joint venture company, as the case may be (in each case, hereinafter

referred to as the “JVC”)1.

1.1.2 In light of the above background, YSRSCL invites Proposals pursuant to this RFP in accordance with the terms set forth in the RFP for the selection of a joint venture partner

for the development and operation of the Project. The Applicant, who is selected by

YSRSCL pursuant to the terms and conditions of the RFP (“Selected Applicant”),

shall be required to enter into a joint venture agreement2 (“JVA”) (the Selected

Applicant who enters into the JVA shall hereinafter be referred to as the “JV Partner”).

The JVA would, inter alia, set forth the detailed terms and conditions for execution of

the Project, the roles and responsibilities of the parties, and the inter se rights and

obligations of the parties. However, the broad principles on the basis of which the JVA

would be finalised are set out in Clause 1.5.

1.1.3 The statements and explanations contained in this RFP are intended to provide a better understanding to the Applicants about the subject matter of this RFP and should not be

construed or interpreted as limiting in any way or manner the scope of services and

obligations of the JV Partner as may be specified in the JVA; or YSRSCL’s rights to

amend, alter, change, supplement or clarify the scope of work and obligations of the

JV Partner, or the terms herein contained. Consequently, any omissions, conflicts or

contradictions in this RFP are to be noted, interpreted and applied appropriately to give

effect to this intent, and no claims on that account shall be entertained by YSRSCL.

1.1.4 YSRSCL shall receive Proposals pursuant to this RFP in accordance with the terms set forth in this RFP, and all Proposals shall be prepared and submitted in accordance with

such terms on or before the date specified in Clause 1.3 for submission of Proposals

(the “Proposal Due Date”).

1.2 Brief description of Selection process

1.2.1 Applicants (whether individually or in Consortium) who believe that they would be able to fulfil the Minimum Eligibility Criteria, are being called upon to submit their

1 Note to Applicants: The structure of the JVC, as to whether YSRSCL itself would become the JVC or a new

JVC would be incorporated by YSRSCL and the JV Partner, would be finalized by YSRSCL prior to execution

of the JVA. 2 Note to Applicants: The structure of the JVC, as to whether YSRSCL itself would become the JVC or a new

JVC would be incorporated by YSRSCL and the JV Partner, would be finalized by YSRSCL prior to execution

of the JVA, and to that extent, the JV Partner would be required to enter into the JVA with YSRSCL or the

Government of Andhra Pradesh (as the case may be).

9

details as per the format specified in Appendix-2 along with the documents mentioned

in Clause 2.11.1 (“Eligibility Proposal”), and their techno-commercial proposal as per

the format specified in Appendix-5 along with the documents mentioned in Clause

2.11.3 (“Techno-Commercial Proposal”) (for the purposes of the RFP, the Eligibility

Proposal and the Techno-Commercial Proposal shall be collectively referred to as the

“Proposal”).

1.2.2 YSRSCL has adopted a two stage selection process for evaluating the Proposals. In the first stage, all Eligibility Proposals (which are responsive in terms of the RFP) shall be

evaluated in accordance with Clause 3.3. Based on the evaluation of the aforesaid

Eligibility Proposals, a list of Qualified Applicants shall be prepared. In the second

stage, Techno-Commercial Proposals of only the Qualified Applicants shall be

evaluated in accordance with Clause 3.4.3. The Proposals of the Qualified Applicants

shall finally be ranked in accordance with Clause 3.5.1. The first ranked Qualified

Applicant shall be the Selected Applicant.

1.2.3 Prior to participation in the Selection process, the Applicant shall pay to YSRSCL a non-refundable sum of INR 3,54,000 (Including GST @ 18%) (Indian Rupees Three

Lakh Fifty Four Thousand), the Proposal processing fee (“Proposal Processing Fee”),

in the form of a Demand Draft or through Online Transfer as provided under Clause

2.1.1 (b).

1.2.4 An Applicant is required to deposit, along with its Proposal, A Proposal security of INR 15,00,00,000 (Indian Rupees Fifteen Crores) (the “Proposal Security”),

refundable not later than 60 (sixty) days from the Proposal Due Date, except in the case

of the Selected Applicant whose Proposal Security shall be retained till it has provided

a Performance Security in accordance with this RFP. The Applicants shall provide the

Proposal Security in the form of a Bank Guarantee acceptable to YSRSCL in the format

provided at Annexure G of Appendix-3. The validity period of the Bank Guarantee

shall not be less than 180 (one hundred and eighty) days from the Proposal Due Date,

inclusive of a claim period of 60 (sixty) days, and may be extended as may be mutually

agreed between YSRSCL and the Applicant from time to time. The Proposal shall be

summarily rejected if it is not accompanied by a valid Proposal Security.

1.2.5 Prior to submission of their Proposals, the Applicants are invited to examine the Project in greater detail, and to carry out, at their cost, such studies as may be required for

submitting their respective Proposals for award of the Project including implementation

thereof.

1.2.6 Details of the Selection process and the terms thereof are spelt out in this RFP.

1.2.7 Any queries or request for additional information concerning this RFP shall be submitted in writing (in the format set out in Appendix-6 in an MS Word file only) by

e-mail so as to reach the officer designated below, subject to the timelines specified in

Clause 1.3:

Attention:

Sagili Shan Mohan, IAS

Managing Director

YSR Steel Corporation Limited

10th Floor, APIIC Towers

10

Plot No-1, IT Park

Mangalagiri, Guntur District

Andhra Pradesh – 522503

India

Mobile: +91 9513387589

Email: shanmohan.sagili@aphighgradesteels.com and

srikanth.suda@aphighgradesteels.com

1.3 Schedule of Selection process

YSRSCL shall endeavour to adhere to the following schedule. However,

notwithstanding anything contrary contained herein, YSRSCL may anytime, in its sole

discretion, revise or extend any of the timelines set out below:

Event Description Date

1. 2.

Date of Notice Inviting Proposals

Publication of the RFP

November 13, 2020

November 16, 2020

3. Last date for receiving queries November 25, 2020

4. Pre-Proposal Conference Date: November 27, 2020

Time: To be intimated

Venue: Microsoft Teams /

(Details to be intimated)

5. YSRSCL’s response to queries latest

by

November 30, 2020

6. Proposal Due Date and time Date: December 07, 2020

Time: 16:00 hours IST

7. Opening of Eligibility Proposals Date & Time: To be

intimated

Venue: To be intimated

8. Opening of Techno-Commercial

Proposals

Date & Time: To be

intimated

Venue: To be intimated

9. Validity of Proposals 180 days from the Proposal

Due Date

1.4 Pre-Proposal Conference

1.4.1 The date, time and venue of the pre-Proposal conference (“Pre-Proposal Conference”) shall be as specified in Clause 1.3 above.

mailto:shanmohan.sagili@aphighgradesteels.commailto:srikanth.suda@aphighgradesteels.com

11

1.5 Salient Features of the Project and Principles for the Joint Venture

The salient features of the Project are set out below (in brief). However, it may be noted

that the broad roles and responsibilities of the parties as set out below are only

indicative and not exhaustive, and shall be detailed in the JVA and/or other definitive

documents to be entered into in connection with the Project.

1.5.1 Project contours

The JVC shall be required to develop and operate the Project with a capacity of at least

1 million tonnes per annum (“MTPA”) of crude steel and/or finished product(s) or such

higher capacity as specified in the Proposal submitted by the JV Partner (such phase of

the Project being “Phase 1”), and commence commercial operations of such Phase 1

(“COD”) by March 31, 2024 (based on the presently targeted zero date (i.e. date of

signing of the JVA) of January 31, 2021 or earlier). The minimum configuration for

Phase 1 shall comprise of either a, (a) rolling mill (i.e. bar mill, wire rod mill or

structural mill), (b) hot strip mill, (c) cold rolling mill, or (d) steel melting shop, with a

capacity of at least 1 (one) MTPA crude steel and/or finished product(s) production. In

this regard, finished product(s) shall mean either, rebars, wire rods, structurals, PM

plates or hot rolled coils, or a combination of any of them, but does not preclude further

processing of the same.

(a) Accordingly, the commitments of YSRSCL (set out herein) are in relation to Phase 1 only.

(b) Subject to the terms of the JVA, the JV Partner would (though the JVC) be entitled to undertake expansion of the installed capacity of the Project (over and

above the capacity under Phase 1).

1.5.2 Role and responsibilities of the JV Partner

JV Partner shall be responsible for, inter alia, the following:

Capital related

(a) Making equity contributions in the JVC in accordance with the commitments made by the JV Partner as specified in its Proposal. However:

(i) the JV Partner shall be mandatorily required to acquire/ hold at least 51% (fifty one percent) of the subscribed and paid-up equity share

capital (without accounting for quasi-equity instruments) of the JVC on

or prior to the COD;

(ii) the JV Partner shall be mandatorily required to acquire additional holding as detailed in Clause 1.5.2 (a) (iv) hereunder;

(iii) without prejudice to Clause 1.5.2 (a) (i) above, the JV Partner shall be mandatorily required to contribute equity in the JVC upfront from the

commencement of the development of the Project along with YSRSCL

(A) in the event that the total equity component for Phase 1 (including interest during construction and the preliminary and pre-operative

12

expenses) is estimated to be more than, or exceeds INR 3,000 crores

(Indian Rupees Three Thousand Crores); and /or

(B) in the event that the JV Partner has in terms of its Proposal committed to any equity contribution in the JVC prior to COD

as to be further detailed in the definitive documents;

(iv) without prejudice to Clause 1.5.2 (a) (i) and Clause 1.5.2 (a) (iii) above, in the event that there are any cost overruns during the development of

the Project, i.e. amounts in excess of the Project Cost as approved under

the financing documents (entered into between the JVC and senior

lenders for the Project), the JV Partner shall be required to fund any such

cost overruns.

(b) The JV Partner shall, in consultation with YSRSCL, finalise the capital structure for implementing the Project, and will provide necessary technical,

business and operational inputs required by the JVC in connection with

procuring debt financing for the Project.

(c) Without prejudice to Clause 1.5.2 (a) (iii) above and subject to Clause 1.5.2 (d) below, the JV Partner shall, as part of its Proposal, indicate the extent of equity

and quasi-equity (including preference shares/warrants) that it would, (a)

contribute itself, and (b) require YSRSCL to contribute, in the JVC. However,

the quasi-equity which may be required to be infused by YSRSCL (on the basis

of the Proposal of the JV Partner) shall not exceed 60% (sixty percent) of the

total equity component of Phase 1.

(d) The total contribution of YSRSCL with respect to, (a) the total equity (including equity and quasi-equity) of the JVC, and (b) provision/procurement of any

external infrastructure required for the Project, shall be subject to a maximum

cumulative limit of the lower of (a) INR 3,000 crores (Indian Rupees Three

Thousand Crores), or (b) 33% (thirty three percent) of the estimated total cost

of the Phase 1, which would be determined by YSRSCL pursuant to the

evaluation of the Proposal submitted by the JV Partner. Further, YSRSCL shall

be entitled to affirmative voting rights/reserved matter rights as well as the

director nomination rights as provided herein, till such time as it holds any

shareholding or quasi equity in the JVC.

Project development and management

(e) The JV Partner would enter into an implementation agreement with the JVC such that the JV Partner would be responsible for managing the design,

engineering, construction and commissioning of the Phase 1.

(f) The JV Partner would be entitled to determine the product mix that would be manufactured along with the configuration of and the technology to be used in,

the Project (as specified in the Proposal submitted by the JV Partner). However,

the JV Partner must ensure that the Project would be developed and operated

using environment friendly and sustainable technologies and processes, and

conform to the good industry practices.

13

Operations and debt service

(g) Operating, maintaining and managing the Project on and from the COD. At COD, the JV Partner shall demonstrate the operation of the Phase 1 (having an

installed capacity of at least 1 MTPA) to the satisfaction of YSRSCL. It may be

noted that the JVC would be responsible for its operational expenditures and

servicing of its debt, without any recourse to Government of Andhra Pradesh.

(h) The JV Partner shall, based on its Proposal submission be required to either, (i) enter into an offtake arrangement with the JVC (i.e. the JV Partner shall buy the

product(s) manufactured by the JVC on a cost plus margin basis) or (ii) market

and sell the product(s) manufactured by the JVC under its own brand, and in

each case, ensure that the JVC generates sufficient cash flow to discharge its

obligations including payment of all operational expenses, statutory dues,

servicing of external debt and payment of coupon on quasi-equity (if any)

subject to Applicable Law.

Others

(i) The JVC shall have the option to set up auxiliary units (including but not limited to ASU, CPP, LCP etc.) as required for the Project.

(j) The JV Partner shall ensure that the JVC’s corporate social responsibility funds are only expended within Andhra Pradesh and preferably in YSR (Kadapa)

District.

1.5.3 YSRSCL Support

(a) If required by the JV Partner, YSRSCL may contribute the initial equity to facilitate the commencement of construction of the Project in a time efficient

manner, based on the Proposal submitted by the JV Partner. The mechanism

and instrument(s) for such equity contribution would be in accordance with the

terms of the JVA (and may include a combination of equity and quasi-equity

instruments) based on such Proposal submission.

(b) YSRSCL shall make available unencumbered contiguous land (having an area to an extent of 3,500 (three thousand five hundred) acres) (“Site”) to the JVC

for the development of the Project. However, it may be noted that the cost of,

(a) acquisition and transfer of the Site incurred by Government of Andhra

Pradesh and/or YSRSCL, (b) construction by YSRSCL of a suitable and

secured wall around the Site, and (c) any other facilities such as construction of

office at Site etc. as may be provided by YSRSCL, shall be deemed to form part

of the Project Cost, and shall be treated as part of the equity contribution of

YSRSCL for the Project. Further, it may be noted that Site would be allowed to

be used only for the purposes of the Project.

(c) YSRSCL shall make available certain external infrastructure up to the Site (or up to a designated point within the Site, as the case may be). Such external

infrastructure would comprise of: (i) a double circuit transmission line of

400KV from Jammalamadugu substation up to a designated point within the

Site, for uninterrupted power supply, (ii) a 15 kilometres long raw water

14

pipeline (including procuring/ undertaking acquisition of the right of way for

such pipeline) along with the necessary pumping infrastructure from Gandikota

reservoir for raw water supply, (iii) a 4 lane access road to national highway 67

with adequate right of way, and (iv) a railway connectivity by laying an

extension line of about 12 kilometres from the nearest railway line, with

adequate right of way. The JVC would be required to pay the user charges (on

a cost plus return basis) for using the external infrastructure facilities.

(d) YSRSCL has entered into a memorandum of understanding with NMDC Limited for supply of 5 (five) MTPA iron ore for the Project. However, the

JV Partner would, in its discretion, be entitled to procure iron ore (and other

raw materials) from additional/alternate sources in the event that the same is

more beneficial for the Project.

(e) YSRSCL would, on a best effort basis, provide reasonable assistance to the JVC in procuring consents and approvals required for construction and

operation of the Project. It may be noted that YSRSCL has already applied

for the environmental consent for the Project (for a capacity up to 3 (three)

MTPA), and in this regard, the Environmental Impact Assessment (EIA)

report has been submitted on September 28, 2020 and public hearing was

conducted on November 11, 2020 successfully.

(f) YSRSCL would extend the applicable benefits under the Andhra Pradesh Industrial Development Policy, 2020 to the JVC and the Project.

1.5.4 Exit mechanism for YSRSCL

(a) During the course of execution of the Project, the JV Partner shall:

(i) compulsorily acquire, at least 51% (fifty one percent) of the subscribed and paid-up equity share capital (without accounting for quasi-equity

instruments) of the JVC on or prior to the COD, at par (“Tranche 1

Purchase”);

(ii) acquire the balance subscribed and paid-up equity share capital (without accounting for quasi-equity instruments) of the JVC to the extent held

by YSRSCL (“Tranche 2 Purchase”), on or prior to the expiry of 7

(seven) years from COD. Acquisition of equity shares under Tranche 2

Purchase shall be undertaken at fair market value to be determined by

an independent merchant banker mutually appointed by YSRSCL and

the JV Partner;

(iii) subject to the requirements under Clause 1.5.4 (a) (i) and 1.5.4 (a) (ii) above, and until such time that YSRSCL holds any equity and/or quasi-

equity in the JVC, own and retain majority shareholding in the JVC.

(b) To the extent that YSRSCL infuses capital into the JVC through quasi-equity instruments, based on the Proposal submitted by the JV Partner, the JV Partner

shall ensure that the JVC redeems such quasi-equity instruments in cash (taking

into account the principal along with any unpaid and/or accrued interest) any

time prior to the 7th anniversary of COD (whether at once or in multiple

15

tranches). In the event that the aforesaid quasi-equity instruments held by

YSRSCL are not redeemed by YSRSCL in accordance with this Clause 1.5.4

(b), the JV Partner shall be required to acquire such quasi-equity held by

YSRSCL at book value.

(c) Each of the aforesaid transfers to, and purchase by JV Partner, of the Tranche 1 Purchase, Tranche 2 Purchase and quasi-equity instruments (if any), shall be

undertaken in accordance with and subject to Applicable Law requirements.

(d) Until YSRSCL holds more than 50% (fifty percent) of the equity in the JVC, YSRSCL shall have Control over the management and policies of the JVC.

Where YSRSCL’s stake is below 50% (fifty percent), YSRSCL shall be entitled

inter alia, to affirmative voting rights/reserved matter rights as well as the right

to appoint a director on the board of the JVC, to ensure control over certain

critical issues relating to the operation and management of the JVC and the

Project, till such time as it retains any shareholding or quasi-equity in the JVC.

(e) YSRSCL and the JV Partner may, on mutually agreed terms and conditions, explore the option of raising equity funding for the JVC from institutional

investors.

1.5.5 Submission of business plan

(a) As part of the Proposal submission, each Applicant would be required to submit, inter alia, its preliminary business plan for the Project (covering the

parameters specified in the RFP). The Project should be envisaged to utilize

techno-commercially proven and best in class technology and project

configurations, appropriate for the planned capacity for the Project. The

preliminary business plan shall include, inter alia, the following:

(i) estimated plant capacity and product mix envisaged by the Applicant;

(ii) estimated production route, configuration and capacities envisaged by the Applicant for iron making, steel making and rolling, as may be

applicable;

(iii) an indication, if applicable, that the sourcing of the major raw materials or intermediate products (i.e. pellets, pig iron, coking coal or semis like

slabs or billets) are considered to be sourced from the captive sources or

group companies of the Applicant and the broad commercial terms &

conditions, quantity and duration of the committed supply for the same;

(iv) marketing philosophy of the products of the envisaged Project;

(v) the estimated Project Cost for Phase 1 of the Project as may be proposed by the Applicant;

(vi) investment plan proposed by the Applicant for investment on a proportionate basis to the overall total Project Cost, during Phase 1 of

the Project ;

(vii) demonstrate the ability of the applicant to achieve financial closure for

16

the project

(viii) proposed time schedule for achieving milestones of plant capacity envisaged for Phase 1 of the Project;

(ix) employment to be generated in Phase 1 of the Project; and

(x) future expansion plans as envisaged by the Applicant.

(b) During the evaluation of the Proposal, YSRSCL shall examine, inter alia, the feasibility of the preliminary business plan submitted by the Applicant and may

seek further information and clarifications on the same. The preliminary

business plan shall also be presented by the Applicants as a part of their

presentation during the process of evaluation of the Proposal.

(c) The preliminary business plan of the Selected Applicant shall form the basis of the joint venture agreement to be entered into by YSRSCL with the Selected

Applicant.

(d) YSRSCL at all times reserves the right to examine the feasibility of the preliminary business plan submitted by any Applicant and require the

Applicant/ Selected Applicant to furnish further details and information on the

preliminary business plan submitted.

17

2. INSTRUCTIONS TO APPLICANTS

A. GENERAL

2.1. Registration for Selection process

2.1.1 An Applicant shall be eligible to submit its Proposal, only after it has successfully completed the registration for the Selection process (“Project Registration”) by:

(a) submitting to YSRSCL, a duly filled and completed registration form in the format set out in Appendix-1 (“Registration Form”);

(b) making payment to YSRSCL, of the non-refundable Proposal Processing Fee through:

(i) a demand draft drawn on any nationalized/Scheduled Bank in India in favour of ‘AP HIGH GRADE STEELS LIMITED’3 and payable in

Vijayawada, Andhra Pradesh, India (“Demand Draft”). The Demand

Draft should have a validity of at least 75 (seventy five) days from the

date of receipt of such Demand Draft by YSRSCL; or

(ii) by online transfer through real time gross settlement (RTGS) or national electronic funds transfer (NEFT) to the account set out below (“Online

Transfer”):

Name of beneficiary AP HIGH GRADE STEELS

LIMITED4

Name of bank HDFC Bank

Branch One Town, Vijayawada

Account number 50200049040902

IFSC HDFC0000568

2.1.2 An Applicant who has successfully completed the Project Registration may, in its sole discretion, form a Consortium (in accordance with the terms and conditions contained

in the RFP) for the purpose of submission of A Proposal under and in accordance with

the RFP, any time after successful completion of the Project Registration, but in any

case prior to submission of its Proposal. For the avoidance of any doubt, in case of a

Consortium, any 1 (one) Member shall be required to have successfully completed the

Project Registration in order for the Consortium to be permitted to submit its Proposal

in accordance with the RFP.

2.1.3 For participating in the Selection process for the Project, the Applicants shall submit the following through speed post/registered post/courier/hand delivery or e-mail:

3 Note: The name change is in process and yet to be updated in banking records. Therefore, for the purposes of

Demand Draft, please use the former name. 4 Note: The name change is in process and yet to be updated in banking records. Therefore, for the purposes of

RTGS/NEFT, please use the former name.

18

(a) Registration Form duly filled by the concerned Applicant; and

(b) the original Demand Draft (in case the Applicant wants to make payment of Proposal Processing Fee through a Demand Draft) or otherwise proof of

payment through Online Transfer,

to the Person set out below:

Sagili Shan Mohan, IAS

Managing Director

YSR Steel Corporation Limited

10th Floor, APIIC Towers

Plot No-1, IT Park

Mangalagiri, Guntur District

Andhra Pradesh – 522503

India

Mobile: +91 9513387589

Email: shanmohan.sagili@aphighgradesteels.com and

srikanth.suda@aphighgradesteels.com

It is clarified to the Applicants that YSRSCL shall not be responsible, inter alia, for

any postal/courier related delays in relation to submission of the Registration Form,

and Demand Draft (if applicable) required to be submitted by the Applicants.

2.1.4 Upon successful completion of the Project Registration by An Applicant, YSRSCL shall issue a registration certificate (“Registration Certificate”) to the Applicant. The

Applicant shall retain the Registration Certificate and shall be required to submit a copy

such Registration Certificate along with its Proposal. For the avoidance of any doubt,

in the event that An Applicant is a Consortium, submission of a copy of the Registration

Certificate issued in the name of any 1 (one) of its Members shall be sufficient to be

submitted along with the Proposal of such Consortium.

2.2. General terms of Application process

2.2.1. No Applicant (whether a sole entity or a Consortium) shall submit more than one Proposal for the Project. An Applicant applying individually or as a Member of a

Consortium shall not be entitled to submit another Proposal either individually or as a

Member of any Consortium, as the case may be.

2.2.2. The details pertaining to the land and infrastructure to be provided by YSRSCL for the Project, would be provided by YSRSCL only as a preliminary reference by way of

assistance to the Applicants who are expected to carry out their own surveys,

investigations and other detailed examination of the Project before submitting their

Proposals. Nothing contained in the aforesaid studies shall be binding on YSRSCL nor

confer any right on the Applicants, and YSRSCL shall have no liability whatsoever in

relation to or arising out of any or all contents of the aforesaid studies.

2.2.3. Notwithstanding anything to the contrary contained in this RFP, the detailed terms which would be specified in the JVA shall have an overriding effect over the terms of

the RFP in case of a conflict between the two; provided, however, that any conditions

mailto:shanmohan.sagili@aphighgradesteels.commailto:srikanth.suda@aphighgradesteels.com

19

or obligations imposed on the Applicant hereunder shall continue to have effect in

addition to its obligations under the JVA.

2.2.4. The Proposal should be furnished in the format at Appendix–3 and Appendix-5 in accordance with the RFP, and along with all enclosures and supporting documents (as

may be required), duly signed by the Applicant’s authorised signatory. In the event of

any difference between figures and words, the amounts indicated in words shall be

taken into account.

2.2.5. The Applicant shall deposit A Proposal Security of INR 15,00,00,000 (Indian Rupees Fifteen Crores in accordance with the provisions of this RFP. The Applicant shall

provide the Proposal Security in the form of a Bank Guarantee acceptable to YSRSCL,

as per format at Annexure G of Appendix–3.

2.2.6. The validity period of the Bank Guarantee shall not be less than 180 (one hundred and eighty) days from the Proposal Due Date, inclusive of a claim period of 60 (sixty) days,

and may be extended as may be mutually agreed between YSRSCL and the Applicant.

The Proposal shall be summarily rejected if it is not accompanied by the Proposal

Security. The Proposal Security shall be refundable no later than 60 (sixty) days from

the Proposal Due Date except in the case of the Selected Applicant whose Proposal

Security shall be retained till it has provided a Performance Security.

2.2.7. The Applicant should submit as part of its Eligibility Proposal a power of attorney as per the format at Annexure E of Appendix–3 or a certified true copy of the resolution

of its board of directors in the format set forth in Annexure F of Appendix-3,

authorising the signatory of the Proposal to commit the Applicant (“Authorized

Signatory”). In case the Applicant is a Consortium, the Member other than the Lead

Member shall furnish a power of attorney in favour of the Lead Member in the format

at Annexure D of Appendix-3.

2.2.8. Any condition or qualification or any other stipulation contained in the Proposal shall render the Proposal liable to rejection as a non-responsive Proposal.

2.2.9. The Proposal (along with all supporting documents) and all communications in relation to the Proposal shall be in the English language.

2.2.10. The documents including this RFP and all attached documents, provided by YSRSCL are and shall remain or become the property of YSRSCL and are transmitted to the

Applicants solely for the purpose of preparation and the submission of A Proposal in

accordance herewith. Applicants are to treat all information as strictly confidential and

shall not use it for any purpose other than for the preparation and submission of their

Proposal. The provisions of this Clause 2.2.10 shall also apply mutatis mutandis to

Proposals and all other documents submitted by the Applicants, and YSRSCL will not

return to the Applicants any Proposal, document or any information provided along

therewith.

2.2.11. An Applicant shall not have a conflict of interest (the “Conflict of Interest”) that affects the Selection process. Any Applicant found to have a Conflict of Interest shall

be disqualified. In the event of disqualification, YSRSCL shall be entitled to forfeit and

appropriate the Proposal Security or Performance Security, as the case may be, as

mutually agreed genuine pre-estimated loss and damage likely to be suffered and

20

incurred by YSRSCL and not by way of penalty for, inter alia, the time, cost and effort

of YSRSCL, including consideration of such Applicant’s proposal (the “Damages”),

without prejudice to any other right or remedy that may be available to YSRSCL under

the RFP or otherwise. Without limiting the generality of the above, An Applicant shall

be deemed to have a Conflict of Interest affecting the Selection process, if:

(a) the Applicant, its Member or its Associate and any other Applicant, its Member or its Associate have common controlling shareholders or other ownership

interest; provided that this disqualification shall not apply in cases where the

direct or indirect shareholding of An Applicant, its Member or its Associate

thereof (or any shareholder thereof having a shareholding of more than 5% (five

per cent) of the paid up and subscribed share capital of such Applicant, its

Member or Associate, as the case may be) in the other Applicant, its Member

or Associate, is less than 5% (five per cent) of the subscribed and paid up equity

share capital thereof; provided further that this disqualification shall not apply

to any ownership by a bank, insurance company, pension fund or a public

financial institution referred to in sub-section (72) of section 2 of the Companies

Act, 2013. For the purposes of this Clause 2.2.11, indirect shareholding held

through one or more intermediate Persons shall be computed as follows: (aa)

where any intermediary is controlled by a Person through management control

or otherwise, the entire shareholding held by such controlled intermediary in

any other person (the “Subject Person”) shall be taken into account for

computing the shareholding of such controlling Person in the Subject Person;

and (bb) subject always to sub-clause (aa) above, where a Person does not

exercise Control over an intermediary, which has shareholding in the Subject

Person, the computation of indirect shareholding of such Person in the Subject

Person shall be undertaken on a proportionate basis; provided, however, that no

such shareholding shall be reckoned under this sub-clause (bb) if the

shareholding of such Person in the intermediary is less than 26% of the

subscribed and paid up equity shareholding of such intermediary; or

(b) such Applicant, its Member or any Associate thereof receives or has received any direct or indirect subsidy, grant, concessional loan or subordinated debt

from any other Applicant, its Member or Associate, or has provided any such

subsidy, grant, concessional loan or subordinated debt to any other Applicant,

its Member or any Associate thereof; or

(c) such Applicant has the same Authorized Signatory for purposes of this Proposal as any other Applicant; or

(d) such Applicant has the same legal, technical, or financial consultant as another Applicant for the purposes of submission of Proposal;

(e) such Applicant, or any Associate thereof, has a relationship with another Applicant, or any Associate thereof, directly or through common third party/

parties, that puts either or both of them in a position to have access to each

other’s information about, or to influence the Proposal of either or each other;

(f) such Applicant or any Associate thereof has participated as a consultant to YSRSCL in the preparation of any documents, design or technical

specifications of the Project; or

21

(g) such Applicant has appointed any of the Transaction Advisors as an adviser/consultant for the purposes of submission of its Proposal.

Explanation:

In case An Applicant is a Consortium, then the term Applicant as used in this Clause

2.1.11, shall include each Member of such Consortium.

2.2.12. This RFP is not transferable. The RFP and all attached documents, are and will remain the property of YSRSCL, and are transmitted to the Applicants solely for the purpose

of preparation and submission of their respective Proposals for the Project, in

accordance with the terms, hereof. The provisions of this Clause 2.2.12 shall apply,

mutatis mutandis, to Proposals and all other documents submitted by the Applicants,

and YSRSCL shall not be liable to return any Proposal or any document or information

provided by the Applicants.

(a) Any award of the Project pursuant to this RFP shall be subject to the terms of RFP, the JVA and any other definitive documents (as specified in the JVA). An

Applicant shall be prohibited from participating in the Selection process if:

(i) as a matter of law or official regulation, the Government of India prohibits commercial relations with the country of the Applicant;

(ii) the Applicant is required to procure an approval/clearance/registration from the Government of India or any Government Instrumentality under

the framework of the Foreign Exchange Management Act, 1999, the

General Financial Rules, 2017 (issued by the Ministry of Finance,

Government of India) or otherwise from a security perspective;

(iii) by an act of compliance with a decision of the United Nations Security Council taken under Chapter VII of the Charter of the United Nations,

the Government of India prohibits any import of goods or contracting

of works or services from the Applicant's country or any payments to

Persons or entities of that country; or

(iv) it engages in any “corrupt practices”, “coercive practices”, “fraudulent practices”, “undesirable practices” or “restrictive practices”, in

connection with the Selection process, as envisaged under Clause 4 of

this RFP.

2.2.13. Any entity which has been barred by a Government Instrumentality from participating in any project, and the bar subsists as on the Proposal Due Date, would not be eligible

to submit A Proposal (either individually or as a Member).

2.2.14. To be considered as technically qualified for submitting A Proposal (in accordance with the RFP) for the Project, An Applicant must fulfil the Technical Capacity and the

Financial Capacity set out in Appendix-2 (collectively the “Minimum Eligibility

Criteria”). For the purposes of satisfying the Minimum Eligibility Criteria under the

RFP, An Applicant (or a Member of a Consortium) may rely on the Technical Capacity

and/or Financial Capacity of its Associates, and in such an event the Applicant (or the

concerned Member of a Consortium) shall submit a certificate issued by its statutory

22

auditor in the format prescribed in Annexure C of Appendix-3, evidencing that such

entity is an Associate of the Applicant (or the Member).

2.2.15. In the event that An Applicant is a Consortium, it shall additionally comply with the following requirements:

(a) The number of Members shall not exceed 2 (two);

(b) The Proposal should contain the relevant information required for each Member;

(c) Members shall nominate 1 (one) Member as the lead member (the “Lead Member”), in whose favour the Member other than the Lead Member shall

issue a power of attorney in the format set out under Annexure D of Appendix-

3;

(d) The Proposal should include a brief description of the roles and responsibilities of the Members, particularly with respect to financial, technical, and operation

and maintenance, and marketing and sales obligations, in connection with the

Project;

(e) No change in the composition of the Consortium shall be allowed subsequent to the submission of the Proposal during the Selection process;

(f) A Member of a Consortium shall not be entitled to submit another Proposal either individually or as a Member of any Consortium, as the case may be.

(g) In the event that a Consortium is declared as the Selected Applicant, and enters into the JVA in accordance with the RFP, during the term of the JVA, the

shareholding related commitments of the JV Partner (as set out in the RFP) shall

be fulfilled by the Members in the following inter-se proportion:

(i) Lead Member: at least 51% (fifty one percent); and

(ii) Member other than the Lead Member (i.e. the second Member of the

Consortium): at least 26% (twenty six percent).

(h) Notwithstanding anything to the contrary contained herein, in the event that a Consortium is declared as the Selected Applicant, the Members shall be jointly

and severally liable for all the obligations of the JV Partner.

2.2.16. The following conditions shall be adhered to while submitting A Proposal:

(a) Applicants should attach clearly marked and referenced continuation sheets in the event that the space provided in the prescribed forms in the Annexes is

insufficient. Alternatively, Applicants may format the prescribed forms making

due provision for incorporation of the requested information;

(b) information supplied by An Applicant must apply to the Applicant or its Associate named in the Proposal and not, unless specifically requested, to other

associated companies or firms;

23

(c) in responding to the qualification submissions, Applicants should demonstrate their capabilities in accordance with Clause 3 of this RFP;

2.2.17. While qualification is open to Persons from any country, the following provisions shall apply:

(a) Where, on the Proposal Due Date, 25% (twenty five per cent) or more of the aggregate issued, subscribed and paid up equity share capital in An Applicant

is held by Persons resident outside India or where An Applicant is controlled

by Persons resident outside India; or

(b) if at any subsequent stage after the Proposal Due Date, there is an acquisition of 25% (twenty five per cent) or more of the aggregate issued, subscribed and

paid up equity share capital or Control, by Persons resident outside India, in or

of the Applicant;

then the qualification of such Applicant or in the event described in sub clause

(b) above, the continued qualification of the Applicant shall be subject to

approval of YSRSCL from national security and public interest perspective.

The decision of YSRSCL in this behalf shall be final and conclusive, and

binding on the Applicant.

The holding or acquisition of equity or Control, as above, shall include direct

or indirect holding/ acquisition, including by transfer, of the direct or indirect

legal or beneficial ownership or Control, by Persons acting for themselves or in

concert and in determining such holding or acquisition, YSRSCL shall be

guided by the principles, precedents and definitions contained in the Securities

and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)

Regulations, 2011, or any substitute thereof, as in force on the date of such

acquisition.

The Applicant shall promptly inform YSRSCL of any change in the

shareholding, as above, and failure to do so shall render the Applicant liable for

disqualification from the Selection process.

2.3. Change in Ownership

2.3.1. By submitting the Proposal, the Applicant shall be deemed to have acknowledged and agreed that in the event of a change in Control of a Member or an Associate whose

Technical Capacity and/ or Financial Capacity was taken into consideration for the

purposes of satisfying the Minimum Eligibility Criteria under and in accordance with

the RFP where such change occurs prior to the issuance of the LOA (or otherwise while

such Proposals continue to remain valid), the Applicant shall be deemed to have

knowledge of the same and shall be required to inform YSRSCL forthwith along with

all relevant particulars about the same and YSRSCL may, in its sole discretion,

disqualify the Applicant.

2.3.2. With respect to the Selected Applicant/JV Partner, in the event that a Member or an Associate whose Technical Capacity and/or Financial Capacity was taken into

consideration for the purposes satisfying the Minimum Eligibility Criteria under and in

accordance with the RFP, ceases to be a Member or an Associate at any time prior to

24

the expiry of two (2) years from the COD, the concerned Applicant shall inform

YSRSCL forthwith along with all relevant particulars, and YSRSCL may, in its sole

discretion, disqualify the Applicant from the Selection process or withdraw the LOA

issued in favour of such Applicant and terminate the JVA entered into with such

Applicant, as the case may be, and YSRSCL shall be entitled to appropriate the

Proposal Security or Performance Security provided by the Selected Applicant/JV

Partner (as the case may be).

2.4. Cost of Application process

The Applicants shall be responsible for all of the costs associated with the preparation

of their Proposals and their participation in the Selection process. YSRSCL will not be

responsible or in any way liable for such costs, regardless of the conduct or outcome

of the Selection process.

2.5. Site visit and verification of information

2.5.1. Applicants are encouraged to submit their respective Proposals after visiting the Site and ascertaining for themselves the Site conditions, demand, location, surroundings,

climate, availability of power, water and other utilities for construction, access to Site,

handling and storage of materials, weather data, Applicable Laws and regulations, and

any other matter considered relevant by them.

2.5.2. Applicants are encouraged to undertake independent verification of the Site at their own cost and expense, and satisfy themselves of the suitability and adequacy of the Site

for setting up the Project and any risk involved in constructing and operating the

Project, and while preparing their Proposals, they should take into account the findings

of such verification of the Site.

2.5.3. It will be assumed that Applicants will have accounted for all relevant factors, including technical data, market studies, location of the Project, conditions of the Site and its

surrounding areas (including the site accessibility and the availability of power, water,

labour and raw material, means of transportation, soil, sub-surface and climatic

conditions) etc. while submitting their Proposals. Applicants will be deemed to have

full knowledge of the Project, including the scope of work to be performed during the

term of the JVA, irrespective of whether or not they have, (a) visited and inspected the

Site, or (b) carried out any independent verifications and/or studies.

2.5.4. It shall be deemed that by submitting the Proposal, the Applicant has:

(a) made a complete and careful examination of the RFP;

(b) received all relevant information requested from YSRSCL;

(c) accepted the risk of inadequacy, error or mistake in the information provided in the RFP, and any other document/information relating to any of the matters

referred to in Clause 2.5.1 furnished by or on behalf of YSRSCL;

(d) satisfied itself about all matters, things and information including matters referred to in Clause 2.5.1 hereinabove necessary and required for submitting

an informed Proposal, execution of the Project in accordance with the RFP and

25

performance of all of its obligations thereunder;

(e) acknowledged and agreed that inadequacy, lack of completeness or incorrectness of information provided in the RFP, or ignorance of any of the

matters referred to in Clause 2.5.1 hereinabove shall not be a basis for any claim

for compensation, damages, extension of time for performance of its

obligations, loss of profits etc. from YSRSCL, or a ground for termination of

the JVA (if the Applicant is declared as the Selected Applicant);

(f) acknowledged that it does not have a Conflict of Interest; and

(g) agreed to be bound by the undertakings provided by it under and in terms hereof.

2.5.5. YSRSCL shall not be liable for any omission, mistake or error in respect of any of the above or on account of any matter or thing arising out of or concerning or relating to

RFP or the Selection process, including any error or mistake therein or in any

information or data given by YSRSCL.

2.6. Verification and Disqualification

2.6.1. YSRSCL reserves the right to verify all statements, information and documents submitted by the Applicant in response to the RFP and the Applicant shall, when so

required by YSRSCL, make available all such information, evidence and documents as

may be necessary for such verification. Any such verification, or lack of such

verification, by YSRSCL shall not relieve the Applicant of its obligations or liabilities

hereunder nor will it affect any rights of YSRSCL thereunder.

2.6.2. YSRSCL reserves the right to reject any Proposal and appropriate the Proposal Security if:

(a) at any time, a material misrepresentation is made or uncovered, or

(b) the Applicant does not provide, within the time specified by YSRSCL, the supplemental information sought by YSRSCL for evaluation of the Proposal.

Such misrepresentation/ improper response shall lead to the disqualification of

the Applicant. If the Applicant is a Consortium, then the entire Consortium and

each Member may be disqualified / rejected.

2.6.3. If such disqualification / rejection in accordance with Clause 2.6.2 above occurs after the Proposals have been opened and the Selected Applicant gets disqualified / rejected,

then notwithstanding anything to the contrary contained herein, YSRSCL reserves the

right to take any such measure as may be deemed fit in the sole discretion of YSRSCL,

including, (a) awarding the Project to the Qualified Applicant who has obtained the

second highest Techno-Commercial Score; or (b) annulment of the Selection process.

2.6.4. In case it is found during the evaluation or at any time before signing of the JVA or after its execution and during the period of subsistence thereof, that one or more of the

Minimum Eligibility Criteria have not been met by the Applicant, or the Applicant has

made material misrepresentation or has given any materially incorrect or false

information, such Applicant shall be disqualified forthwith if not yet appointed as the

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JV Partner either by issue of the LOA or entering into of the JVA, as the case may be,

and if the Selected Applicant has already been issued the LOA or has entered into the

JVA, as the case may be, the same shall, notwithstanding anything to the contrary

contained therein or in this RFP, be liable to be terminated, by a communication in

writing by YSRSCL to the Selected Applicant or the JV Partner, as the case may be,

without YSRSCL being liable in any manner whatsoever to the Selected Applicant or

the JV Partner, as the case may be. In such an event, YSRSCL shall be entitled to forfeit

and appropriate the Proposal Security or Performance Security, as the case may be, as

Damages, without prejudice to any other right or remedy which YSRSCL may have

under this RFP and/ or the JVA, or otherwise.

2.6.5. YSRSCL may, in its sole discretion and on grounds of reciprocity, disqualify An Applicant, if any or all of its constituents are entities incorporated in a country where

an entity incorporated in India does not have similar rights of applying for contracts

contemplated hereunder.

2.6.6. In the event that only a single Proposal is received pursuant to the Selection process or if only 1 (one) Applicant is found to satisfy the Minimum Eligibility Criteria, YSRSCL,

reserves the right to:

(a) accept the Proposal for evaluation of the Techno-Commercial Proposal; or

(b) reject the Proposal; or

(c) take any other course of action in accordance with Applicable Law, including initiating a fresh Proposal processes.

B. DOCUMENTS

2.7. Contents of the RFP

2.7.1. This RFP comprises the disclaimer set forth hereinabove, the contents as listed below, and will additionally include any Addenda issued in accordance with Clause 2.9.

Invitation for Proposals

Clause1. Introduction

Clause 2. Instructions to Applicants

Clause 3. Evaluation of Proposals

Clause 4. Fraud and Corrupt Practices

Clause 5. Pre-Proposal Conference

Clause 6. Miscellaneous

Appendices

Appendix- 1. Registration Form

Appendix- 2. Minimum Eligibility Criteria

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Appendix- 3. Formats for Eligibility Proposal

Appendix- 4. Evaluation Criteria

Appendix- 5. Format of Techno-Commercial Proposal

Appendix- 6. Submission of Queries

Appendix- 7. Authorization for Attending the Pre-Proposal

Conference

Appendix- 8. Format of the Letter of Acceptance

2.7.2. Applicants are expected to review all instructions, forms, terms and specifications in the RFP. Failure to furnish all information or documentation required under the RFP

may result in rejection of their Proposals on account of being non-responsive.

2.8. Clarifications

2.8.1. Applicants requiring any clarification on the RFP may submit their queries in writing (in the format set out in Appendix-6 (in an MS Word file only) to YSRSCL through e-

mail in accordance with Clause 1.2.7. They should send in their queries on or before

the date mentioned in the Schedule of Selection process specified in Clause 1.3.

YSRSCL shall endeavour to respond to the queries within the period specified therein,

but no later than 7 (seven) days prior to the Proposal Due Date. The responses will be

sent by e-mail on the registered e-mail addresses of the Applicants provided in the

Registration Forms (“Registered Email IDs”) as well as published on the official

website of YSRSCL. YSRSCL will forward all the queries and its responses thereto, to

all Applicants without identifying the source of queries. YSRSCL shall not entertain

any question raised or clarifications from the Applicants after the conclusion of the Pre-

Proposal Conference.

2.8.2. YSRSCL shall endeavour to respond to the questions raised or clarifications sought by the Applicants. However, YSRSCL reserves the right not to respond to any question or

provide any clarification, in its sole discretion, and nothing in this Clause 2.8.2 shall be

taken or read as compelling or requiring YSRSCL to respond to any question or to

provide any clarification.

2.8.3. YSRSCL may also on its own motion, if deemed necessary, issue interpretations and clarifications to all Applicants. All clarifications and interpretations issued by YSRSCL

shall be deemed to be part of the RFP. Verbal clarifications and information given by

YSRSCL or its employees or representatives shall not in any way or manner be binding

on YSRSCL.

2.9. Amendment of RFP

2.9.1. At any time prior to the Proposal Due Date, YSRSCL may, for any reason, whether at its own initiative or in response to clarifications requested by An Applicant, modify the

RFP by the issuance of Addenda.

2.9.2. Any Addendum thus issued hereunder shall be published on the official website of YSRSCL.

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2.9.3. In order to afford the Applicants a reasonable time for taking an Addendum into account, or for any other reason, YSRSCL may, in its sole discretion, extend the

Proposal Due Date.

C. PREPARATION AND SUBMISSION OF PROPOSAL

2.10. Format and Signing of Proposal

2.10.1. The Applicant shall provide all the information sought under this RFP. YSRSCL will evaluate only those Proposals that are received in the required formats and complete in

all respects. Incomplete and /or conditional Proposals shall be liable to rejection.

YSRSCL may require the Applicant to provide clarifications and further information

within 3 (three) days from YSRSCL’s intimation to the Applicant (unless a longer

period is allowed by YSRSCL in its sole discretion), failing which YSRSCL shall

proceed with the evaluation of the Proposal without any further reference to the

Applicant.

2.10.2. The Proposal and its copy shall be typed or written in indelible ink and signed by the authorised signatory of the Applicant who shall also initial each page, in blue ink. All

the alterations, omissions, additions or any other amendments made to the Proposal

shall be initialled by the Person(s) signing the Proposal. The Proposal shall contain

page numbers.

2.11. Sealing and Marking of Proposals

2.11.1. The Applicant shall submit the Eligibility Proposal in the format specified at Appendix-3 (including the Annexures to Appendix-3) along with the copy of Registration

Certificate as well as the documents as mentioned in Appendix-2, and seal it in an

envelope and mark the envelope as “ELIGIBILITY PROPOSAL FOR SELECTION

OF JV PARTNER FOR DEVELOPMENT AND OPERATION OF STEEL PLANT

IN YSR (KADAPA) DISTRICT, ANDHRA PRADESH, INDIA”

2.11.2. An original/ true copy and 1 (one) soft copy (in pdf format in one or more pen drives) of the Eligibility Proposal and documents accompanying the Eligibility Proposal, as

specified in Clause 2.11.1 above, shall be placed in two separate envelopes and marked

“HARD COPY OF ELIGIBILITY PROPOSAL FOR SELECTION OF JV

PARTNER FOR DEVELOPMENT AND OPERATION OF STEEL PLANT IN YSR

(KADAPA) DISTRICT, ANDHRA PRADESH, INDIA” and “SOFT COPY OF

ELIGIBILITY PROPOSAL FOR SELECTION OF JV PARTNER FOR

DEVELOPMENT AND OPERATION OF STEEL PLANT IN YSR (KADAPA)

DISTRICT, ANDHRA PRADESH, INDIA”, respectively. The soft copy of the

Eligibility Proposal and documents accompanying the Eligibility Proposal shall be

protected by a password, which shall be provided by the Applicants to YSRSCL

through e-mail. In the event of any discrepancy between the original/ true copy and the

soft copy of the Eligibility Proposal and the documents accompanying the Eligibility

Proposal, the contents of the original/ true copy shall prevail.

2.11.3. An Applicant shall submit its Techno-Commercial Proposal in the format and as per requirements specified in Appendix-5 (including the Annexures to Appendix-5) along

with the documents as specified in the Annexures to Appendix-5, in a sealed envelope

marked as “TECHNO-COMMERCIAL PROPOSAL FOR SELECTION OF JV

PARTNER FOR DEVELOPMENT AND OPERATION OF STEEL PLANT IN YSR

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(KADAPA) DISTRICT, ANDHRA PRADESH, INDIA”.

2.11.4. An original/ true copy and 1 (one) soft copy (in .pdf format in one or more pen drive) of the Techno-Commercial Proposal and documents accompanying the Techno-

Commercial Proposal, as specified in Clause 2.11.3 above, placed in two separate

envelopes and marked “HARD COPY OF TECHNO-COMMERCIAL PROPOSAL

FOR SELECTION OF JV PARTNER FOR DEVELOPMENT AND OPERATION

OF STEEL PLANT IN YSR (KADAPA) DISTRICT, ANDHRA PRADESH,

INDIA” and “SOFT COPY OF TECHNO-COMMERCIAL PROPOSAL FOR

SELECTION OF JV PARTNER FOR DEVELOPMENT AND OPERATION OF

STEEL PLANT IN YSR (KADAPA) DISTRICT, ANDHRA PRADESH, INDIA”,

respectively. The soft copy of the Techno-Commercial Proposal and documents

accompanying the Techno-Commercial Proposal shall be protected by a password,

which shall be provided by the Qualified Applicants to YSRSCL, upon its request,

through e-mail. In the event of any discrepancy between the original/true copy and the

soft copy of the Techno-Commercial Proposal and the documents accompanying the

Techno-Commercial Proposal, the contents of the original/ true copy shall prevail.

2.11.5. The four envelopes specified in Clauses 2.11.1, 2.11.2, 2.11.3 and 2.11.4 shall be placed in an outer envelope, which shall be sealed. Each of the five envelopes shall

clearly bear the following identification:

“PROPOSAL FOR SELECTION OF JV PARTNER FOR DEVELOPMENT AND

OPERATION OF STEEL PLANT IN YSR (KADAPA) DISTRICT, ANDHRA

PRADESH, INDIA” and shall clearly indicate the name and address of the Applicant.

In addition, the Proposal Due Date should be indicated on the right-hand top corner of

each of the envelopes.

2.11.6. Each of the aforesaid envelopes shall be addressed to:

ATTN. OF: Shri Shan Mohan S, IAS

DESIGNATION Managing Director

ADDRESS: YSR Steel Corporation Limited

10th Floor, APIIC Towers

Plot No-1, IT Park

Mangalagiri, Guntur District

Andhra Pradesh – 522503

India

CONTACT : Suda Srikanth +91 9513387589

E-MAIL ADDRESS shanmohan.sagili@aphighgradesteels.com

and srikanth.suda@aphighgradesteels.com

The Proposals shall be submitted to the aforesaid officer only through hand delivery.

2.11.7. If the envelopes are not sealed and marked as instructed above, YSRSCL assumes no responsibility for the misplacement or premature opening of the contents of the

Proposal submitted and consequent losses, if any, suffered by the Applicant.

mailto:shanmohan.sagili@aphighgradesteels.commailto:srikanth.suda@aphighgradesteels.com

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2.11.8. Proposals submitted by fax, telex, telegram or e-mail shall not be entertained and shall be rejected.

2.12. Proposal Due Date

2.12.1. Proposals specified in Clause 2.11.1 and 2.11.3 should be submitted before 16:00 hours (IST) on the Proposal Due Date at the address provided in Clause 2.11.6 in the manner

and form as detailed in this RFP. A receipt thereof should be obtained from the Person

specified at Clause 2.11.6.

2.12.2. YSRSCL may, in its sole discretion, extend the Proposal Due Date by issuing an Addendum in accordance with Clause 2.9 uniformly for all Applicants. In such a case,

all rights and obligations of YSRSCL and Applicants previously subject to the original

Proposal Due Date and/or time will thereafter be subject to such extended Proposal

Due Date and/or time.

2.13. Late Proposals

Proposals received by YSRSCL after the specified time on the Proposal Due Date shall

not be eligible for consideration and shall be summarily rejected. It is clarified to the

Applicants that YSRSCL shall not be responsible, inter alia, for any postal/courier

related delays in relation to submission of the Proposal and/or any other

information/document required to be submitted by the Applicants.

2.14. Contents of the Proposal

2.14.1. The Proposal shall be furnished in the prescribed formats set out in this RFP along with all the information and documents (complete in all respects) as requested in this RFP.

2.14.2. The opening of Proposals and acceptance thereof shall be in accordance with this RFP.

2.15. Modifications/ Substitution/ Withdrawal of Proposals

2.15.1. The Applicant may modify, substitute or withdraw its Proposal after submission, provided that written notice of the modification, substitution or withdrawal is received

by YSRSCL prior to the closing time on the Proposal Due Date. No Proposal shall be

modified, substituted or withdrawn by the Applicant on or after the closing time on the

Proposal Due Date, and other than in accordance with the provisions of this RFP.

2.15.2. The modification, substitution or withdrawal notice shall be prepared, sealed, marked, and delivered in accordance with Clause 2.11, with the envelopes being additionally

marked “MODIFICATION”, “SUBSTITUTION” or “WITHDRAWAL”, as

appropriate.

2.15.3. Any alteration/ modification in the Proposal or additional information or material supplied, subsequent to the closing time on the Proposal Due Date, unless the same has

been expressly sought for by YSRSCL, shall be disregarded.

2.16. Rejection of Proposals

2.16.1. Notwithstanding anything contained in this RFP, YSRSCL reserves the right to accept or reject any Proposal and to annul the Selection process and reject all Proposals, at

31

any time without any liability or any obligation for such acceptance, rejection or

annulment, and without assigning any reasons therefor. In the event that YSRSCL

rejects or annuls all the Proposals, it may, in its discretion, conduct a fresh Proposal

process altogether.

2.16.2. YSRSCL reserves the right not to proceed with the Selection process at any time, without notice or liability, and to reject any Proposal without assigning any reasons.

2.17. Validity of Proposals

The Proposals shall be valid for a period of not less than 180 (one hundred and eighty)

days from the Proposal Due Date (“Proposal Validity Period”). The validity of

Proposals may be extended by mutual consent of the respective Applicants and

YSRSCL. In exceptional circumstances, prior to the expiration of the Proposal Validity

Period, YSRSCL may request Applicants to extend the Proposal Validity Period. The

request and the responses will be made in writing. In the event that the Proposal

Validity Period is extended, the Proposal Security shall also be extended accordingly.

For the avoidance of any doubt, an extension of the Proposal Validity Period will not

entitle An Applicant to modify its Proposal.

2.18. Confidentiality

Information relating to the examination, clarification, evaluation and recommendation

of the Applicants shall not be disclosed to any person who is not officially concerned

with the process or is not a retained professional advisor advising YSRSCL in relation

to, or matters arising out of, or concerning the Selection process. YSRSCL will treat

all information, submitted as part of Proposal, in confidence and will require all those

who have access to such material to treat the same in confidence. YSRSCL may not

divulge any such information unless it is directed to do so by any statutory entity that

has the power under law to require its disclosure or is to enforce or assert any right or

privilege of the statutory entity and/ or YSRSCL or as may be required by law or in

connection with any legal process.

2.19. Correspondence with the Applicant

Save and except as provided in this RFP, YSRSCL shall not entertain any

correspondence with any Applicant in relation to acceptance or rejection of any

Proposal.

D. PROPOSAL SECURITY

2.20. Proposal Security

2.20.1. The Applicant shall furnish as part of its Proposal, A Proposal Security referred to in Clauses 1.2.4 hereinabove in the form of a bank guarantee issued by a nationalised

bank, or a Scheduled Bank in India having a Net Worth of at least INR 1,000 crore

(INR one thousand crore), in favour of YSRSCL in the format at Annexure G of

Appendix–3 (the “Bank Guarantee”) and having a validity period of not less than 180

(one hundred eighty) days from the Proposal Due Date, inclusive of a claim period of

60 (sixty) days, and may be extended as may be mutually agreed between YSRSCL

and the Applicant from time to time. In case the Bank Guarantee is issued by a foreign

32

bank outside India, confirmation of the same by any nationalised bank in India is

required. For the avoidance of doubt, Scheduled Bank shall mean a bank as defined

under Section 2(e) of the Reserve Bank of India Act, 1934.

2.20.2. Any Proposal not accompanied by the Proposal Security shall b